-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CTTMm2wOQGw5vCUteNruFFzr2mWyM6dTKbFr2jfyMnFyyPY56LPWQmMboHzUfX51 awAt1wdjaMEO1170hzzzIQ== 0000950157-96-000281.txt : 19961003 0000950157-96-000281.hdr.sgml : 19961003 ACCESSION NUMBER: 0000950157-96-000281 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19961002 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DIAMOND SHAMROCK INC CENTRAL INDEX KEY: 0000810316 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 742456753 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-09409 FILM NUMBER: 96638222 BUSINESS ADDRESS: STREET 1: P O BOX 696000 CITY: SAN ANTONIO STATE: TX ZIP: 78230 BUSINESS PHONE: 2106416800 MAIL ADDRESS: STREET 1: P O BOX 696000 CITY: SAN ANTONIO STATE: TX ZIP: 78230 FORMER COMPANY: FORMER CONFORMED NAME: DIAMOND SHAMROCK R&M INC DATE OF NAME CHANGE: 19900207 COMPANY DATA: COMPANY CONFORMED NAME: ULTRAMAR CORP /DE CENTRAL INDEX KEY: 0000887207 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] OWNER IRS NUMBER: 133663331 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 BUSINESS ADDRESS: STREET 1: TWO PICKWICK PLZ CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2036227000 MAIL ADDRESS: STREET 1: TWO PICKWICK PLAZA STREET 2: THIRD FLOOR CITY: GREENWICH STATE: CT ZIP: 06830 3 1 INITIAL STMT OF BENEFICIAL OWNERSHIP OF SECURITIES FORM 3 U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
1. Name and Address of 2. Date of Event 4. Issuer Name and Ticker Reporting Person Requiring or Trading Symbol Statement Ultramar Corporation (Month/Day/Year) Diamond Shamrock, Inc. (DRM) (Last) (First) (Middle) 9/22/96 5. Relationship of Reporting 6. If Amendment, Date of Original Person to Issuer (Month/Day/Year) Two Pickwick Plaza, (Check all applicable) Suite 300 Director X 10% Owner 7. Individual or Joint/ (Street) 3. IRS or Social Officer Other Group Filing Security Number (give title (specify (Check applicable line) Greenwich, CT 06830 of Reporting Person below) below) (Voluntary) (City) (State) (Zip) 13-3663331 X Form Filed by One Reporting Person Form filed by More than One Reporting Person TABLE I - Non-Derivative Securities Beneficially Owned 1. Title of Security 2. Amount of Securities 3. Ownership Form: 4. Nature of Indirect Beneficially Owned Direct (D) or Beneficial Ownership (Instr. 4) Indirect (I) (Instr. 5) (Instr. 5)
Reminder: Report on a separate line for each class of (Over) securities beneficially owned directly or indirectly. SEC 1473 (8-92) (Print or Type Responses) FORM 3 (continued) TABLE II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of 2. Date Exercisable 3. Title and Amount 4. Conversion or 5. Ownership Form 6. Nature of Derivative and Expiration Date of Securities Exercise Price of Derivative Indirect Security (Month/Day/Year) Underlying of Derivative Security: Beneficial (Instr. 4) Derivative Security Direct (D) or Ownership Security (Instr. 4) Indirect (I) (Instr. 5) (Instr. 5) Date Expiration Title Amount or Exercisable Date Number of Shares Option to Purchase (see below) (see below) Common 5,858,500 $27.55 (D) Common Stock Stock (see below)
Explanation of Responses: In connection with an Agreement and Plan of Merger (the "Merger Agreement") dated as of September 22, 1996, between Ultramar Corporation (the "Reporting Person") and Diamond Shamrock, Inc. (the "Issuer"), the Reporting Person and the Issuer entered into a Stock Option Agreement dated as of September 22, 1996, providing for the option described above. The option is exercisable only upon the occurrence of certain events described in the Stock Option Agreement and expires upon the occurrence of certain events described in the Stock Option Agreement. The number of shares of common stock of the Issuer purchasable by the Reporting Person under the option will be reduced if necessary so that the value of the option at the time of its exercise does not exceed $60 million (such value being the market price of a share of Issuer Common Stock at the time of exercise of the option minus the option exercise price multiplied by the quantity of shares purchasable under the option). **Intentional misstatements or /s/ Patrick J.Guarino omissions of facts constitute --------------------- --------------------- Federal Criminal Violations. Ultramar Corporation Date: October 2, 1996 See 18 U.S.C. 1001 and By Patrick J. Guarino 15 U.S.C. 78ff(a). Senior Vice President General Counsel and Note: File three copies of this Secretary Form, one of which must be (**Signature of Reporting manually signed. If space Person) provided is insufficient, See Instruction 6 for procedure. Page 2 SEC 1473 (8-92)
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